(4) On 2 June 1992 Hongkong Bank Trustee Ltd. bought on behalf of discretionary clients 25 call option contracts in respect of 25,000 Midland shares at a price of £279.11 per option contract (inclusive of expenses); the options under these contracts are exercisable at any time up to 24 June 1992 at a price of 420p per share.
(5) HSBC Holdings bought as principal the following Midland shares:
Date
29 May 1992
1 June 1992
3 June 1992
4 June 1992
5 June 1992
No. of shares
5,000,000
1,000,000
3,200,000
4,000,000
2,500,000
Price per share (p)
415
420
458
465
468
(iii) As at 8 June 1992 HSBC Holdings held as principal 15,700,000 Midland shares.
(iv) On 21 May 1992 Wardley Investment Services Ltd. was allotted an aggregate of 392 Midland scrip dividend shares at par and Mr. D.P.H. Liao, a Director of HSBC Holdings, was allotted 36 Midland scrip dividend shares at par. The average market price used to calculate these entitlements was 259.8p per share.
(v) As at 8 June 1992 Hongkong and Shanghai Bank Trustee (Jersey) Ltd, Hongkong Bank Trustee Lid., James Capel, James Capel Fund Managers Ltd., James Capel (Channel Islands) Ltd. and Wardley Investment Services Ltd., all members of the HSBC Holdings group, held 2,100, 183,130, 140,703, 96,001, 8,400, and 392 Midland shares respectively on behalf of discretionary clients and Hongkong Bank Trustee Ltd. held on behalf of discretionary clients 31,000 call options in respect of Midland shares.
(vi) The following allotments of Midland scrip dividend shares at par were made to directors of Midland on 21 May 1992. These Midland scrip dividend shares are subject to the irrevocable undertakings to accept the offer given by such directors to HSBC Holdings:
Director
Sir Patrick Meaney
T.J. Cunningham
Sir Archibald Forster
B.L. Goldthorpe
H.E. Lockhart
G.E. Loudon
No. of shares
6
89
20
97
11
16
20
66
(c)
Baroness O'Cathain OBE
B.G. Pearse
The average market price used to calculate entitlements was 259.8p per share.
(vii) On 1 May 1992 Midland Bank Trust Company Limited sold on behalf of a discretionary client 1,908 Midland shares
at a price of 380p per share.
(viii) The following dealings for value in Midland shares by members of the Midland group have taken place during the
period from 2 May 1992 to 8 June 1992:
(1) Greenwell Montagu Stockbrokers (i) sold on behalf of discretionary clients an aggregate of 164,514 Midland shares at prices ranging from 391p to 425p per share and (ii) bought on behalf of discretionary clients an aggregate of 1,500 Midland shares at 398p per share. A further 150 Midland scrip dividend shares were allotted at par to Greenwell Montagu Stockbrokers on 21 May 1992. The average market price used to calculate this entitlement was 259.8p per share. These Midland scrip dividend shares are all held on behalf of discretionary clients.
(2) Midland Bank Trust Company Limited sold on behalf of discretionary clients an aggregate of 37,929 Midland
shares at prices ranging from 381p to 455p per share.
(3) Midland Bank Trust Corporation (Jersey) Limited sold on behalf of discretionary clients an aggregate of 14,450
Midland shares at prices ranging from 446p to 468p per share.
(ix) As at 8 June 1992:
(1) Greenwell Montagu Stockbrokers held on behalf of discretionary clients 165,118 Midland shares.
(2) Midland Bank Trust Company Limited held on behalf of discretionary clients 2,362,024 Midland shares.
(3) Midland Bank Trust Corporation (Jersey) Limited held on behalf of discretionary clients 36,166 Midland
shares.
(x) A full list of the dealings in Midland shares referred to in sub-paragraphs (i), (ii) and (viii) above is available for
inspection, as referred to in paragraph 6 below.
General
(i) Save as disclosed above, there has been no change in the information on interests and dealings in relevant securities
set out in the Original Offer Document.
(ii) Neither HSBC Holdings nor any of its associates nor any person acting in concert with HSBC Holdings nor Midland nor any of its associates has any arrangement in relation to relevant securities, including any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities which may be an inducement to deal or refrain from dealing.
(iii) In this paragraph 2 “relevant securities” means existing HSBC Holdings shares and Midland shares and securities
convertible into or exchangeable for, rights to subscribe for, and options in respect of, either of the foregoing.
(iv) All information in this document in relation to dealings, levels of acceptances and interests in shares is as at 5.00 p.m.
on 8 June 1992, being the latest practicable time prior to the printing of this document.
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